Alison Mosca
CleneAbout Alison H. Mosca
Alison H. Mosca, age 52, is an independent Class III director of Clene Inc. (CLNN) serving since September 2019; she is a Certified Public Accountant with 25+ years’ experience in private family wealth management, and holds an M.S. in Personal Financial Planning (Bentley) and a B.S. in Accounting (Northeastern) . She is Audit Committee Chair, a Compensation Committee member, and designated an Audit Committee Financial Expert; CLNN’s board met nine times in 2024 and each director met the ≥75% attendance threshold .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kensington Capital Holdings (single family office) | Managing Director & CEO | Since 2008 | Built and led wealth structuring, investment and risk counsel |
| Audax Group (multi-family office within private equity firm) | Built multi-family office for founders/families | Not disclosed | Advisory and investment oversight |
| PricewaterhouseCoopers (Private Client Group; Audit Assurance) | Various client service roles | Not disclosed | Served broker-dealers, funds, GPs, investment managers; finance/accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kensington Investments, L.P.; Robert C. Gay 1998 Family Trust; Kensington Clene 2021, LLC; Kensington Clene 2024, LLC | Manager/Trustee/CEO roles tied to ownership vehicles | Current | Entities hold material CLNN securities; she serves as sole Manager and minority owner of KC 2021 and KC 2024 (footnote 13) |
No other public company directorships disclosed for Ms. Mosca .
Board Governance
- Independence: The proxy identifies Ms. Mosca as an independent director under Nasdaq rules .
- Committee assignments: Audit Committee Chair; Compensation Committee member; Audit Committee Financial Expert designation .
- Engagement: Board met nine times in 2024; each director achieved ≥75% attendance; Audit Committee held five meetings; Compensation Committee held two .
- Board structure: Classified board (three classes) with majority independent directors and independent non-executive chair (David J. Matlin) .
- Policies: Code of Business Conduct and Ethics; policy strongly discouraging hedging by directors/executives; related-person transaction approval process by Nominating & Corporate Governance and Audit Committees .
Fixed Compensation
| Component | Detail | 2024 Amount |
|---|---|---|
| Annual meeting equity grant | Options for 30,000 shares; vest monthly over 12 months; strike price = closing price on grant date | Not individually broken out |
| Quarterly board retainer | Stock options valued at $10,000 per quarter ($40,000 per year); non-exec chair $17,500 per quarter ($70,000/year) | Included in total option awards |
| Quarterly committee retainers | Audit: $1,875 per quarter (members); $3,750 (chair); Compensation: $1,500 (members); $3,000 (chair); Nominating: $1,000 (members); $2,000 (chair); options fully exercisable when granted | Included in total option awards |
| New director grant | Options for 45,000 shares; vest over 36 months; strike = closing price on grant date | N/A in 2024 |
| Director Compensation (2024) | Option Awards ($) | Total ($) |
|---|---|---|
| Alison H. Mosca | 69,745 | 69,745 |
Notes: Options valued via Black-Scholes; director totals reported as option awards only (no cash fees disclosed) .
Performance Compensation
No performance-based director compensation metrics disclosed; director equity vests based on time (monthly) and grant terms, not on financial/ESG targets .
Other Directorships & Interlocks
| Relationship | Description | Governance Relevance |
|---|---|---|
| Kensington Clene 2024, LLC | Purchased $8.0M of CLNN senior secured convertible notes in Dec 2024; controlled/managed by Ms. Mosca; also designated Collateral Agent with governance rights | Related-party financing; Board observation rights; consent right over CEO appointment while notes outstanding |
| Kensington Clene 2021, LLC | Participated in Oct 2024 private placements (~$0.8M); shares and warrants held; Ms. Mosca sole Manager and minority owner (footnote 13) | Ongoing large equity/warrant holdings from related party |
| Committee interlocks | Audit Committee: Mosca (Chair), Jacobovitz, Gay; both Jacobovitz and Gay designated FE; Gay affiliated with Kensington entities holding CLNN securities (footnote 9) | Potential perceived network influence on oversight |
Expertise & Qualifications
- Financial expertise: CPA; Audit Committee Financial Expert designation based on professional experience/education .
- Education: M.S. Personal Financial Planning (Bentley University) and B.S. Accounting, cum laude with honors (Northeastern University) .
- Domain experience: Wealth structuring, tax, investment, risk management; experience with both nonprofit and for-profit boards; mentoring .
Equity Ownership
As of March 25, 2025.
| Holder/Instrument (beneficial to Mosca) | Shares/Units | Notes |
|---|---|---|
| Total beneficial ownership | 1,897,942 | 19.1% of outstanding common shares (table) |
| Options exercisable within 60 days | 35,584 | Director options (footnote 13) |
| Robert C. Gay 1998 Family Trust (common) | 72,997 | Trustee role; may be deemed beneficial (footnote 13) |
| Kensington Investments, L.P. (common) | 150,333 | CEO role; may be deemed beneficial (footnote 13) |
| Kensington Clene 2021, LLC (common) | 321,052 | Sole Manager; minority owner (footnote 13) |
| Kensington Clene 2021, LLC (warrants) | 398,572 | Warrants exercisable within 60 days (footnote 13) |
| Kensington Clene 2024, LLC (convertible notes) | 917,431 | Shares convertible within 60 days attributable to notes (footnote 13) |
| Policy on hedging/pledging | Hedging strongly discouraged for directors/executives; pledging not explicitly disclosed |
Fixed vs. Performance Alignment (Director)
- Stock-only retainers and annual option grants align compensation with share price outcomes; however, vesting is time-based, not performance-based .
- Ownership is substantial (19.1%); incentives are strongly equity-linked through options, warrants, and convertible debt (via related entities) .
Related Party Transactions & Potential Conflicts
| Date | Counterparty | Instrument | Amount/Terms | Key Governance Implications |
|---|---|---|---|---|
| Oct 2024 | Kensington Clene 2021, LLC (controlled by Mosca) | Private placements (common, pre-funded warrants, common warrants) | ~$0.8M participation; CLNN raised ~$3.8M total | Ongoing equity/warrant stake via related party |
| Dec 17–20, 2024 | Kensington Clene 2024, LLC (controlled by Mosca) | Senior Secured Convertible Promissory Notes | $8.0M principal; 12% interest; 18-month maturity; 65% convertible at $5.668; collateralized by substantially all assets; min cash covenant ≥$2.0M | Collateral Agent (KC 2024) granted board observation rights; consent right over CEO appointment while notes outstanding; acceleration/default remedies; conversion rights |
| Dec 2024 related parties | 4Life Research LLC; La Scala Investments (controlled by David Lisonbee) | Senior Secured Convertible Notes | $1.0M each; same terms; related-party context | Cross-related party financing alongside KC 2024 |
- Collateral Agent authority and rights: KC 2024 (managed by Mosca) holds collateral agent role with enforcement powers, board observation rights, and consent over CEO appointment while debt is outstanding—unusual overlap of creditor governance rights with audit chair responsibilities .
- Convertible feature: Up to 65% principal convertible at fixed price $5.668; cumulative conversions across noteholders capped at $6.5M unless pro rata declines allow more conversion by remaining holders .
- Covenant pressure: Minimum unrestricted cash ≥$2.0M; default triggers include failure to maintain covenant, with acceleration and 10% penalty on outstanding amounts (6.2).
RED FLAGS
- Audit Committee Chair is the manager of the largest creditor (KC 2024) with collateral agent powers, consent over CEO appointment, and board observation rights—significant conflict-of-interest risk in oversight of financial reporting and management .
- Very high beneficial ownership (19.1%) via complex related-party structures (options, warrants, convertible notes)—may challenge perceived independence despite Nasdaq designation .
- Multiple related-party financings and governance rights embedded in debt agreements increase potential for creditor/shareholder interests to influence board decisions (e.g., CEO selection, financing strategy) .
Governance Assessment
- Strengths:
- Deep finance/accounting expertise; CPA; designated financial expert; leads Audit Committee .
- High engagement; Board and committees active in 2024; attendance thresholds met .
- Equity-aligned pay structure for directors; hedging discouraged by policy .
- Concerns:
- Material related-party creditor role with unusual governance covenants (CEO consent; board observation) while serving as Audit Chair—risk to board independence and effectiveness in oversight .
- Complex and sizable ownership via affiliated entities and convertible debt could impact perceived objectivity on financing, capital allocation, and audit matters .
- Overhang/dilution context: equity programs and warrants/convertibles create potential dilution; CLNN’s overhang ~23.0% pre-2025 plan amendment, rising to ~28.1% if approved .
Implication for investors: While Ms. Mosca brings meaningful financial governance expertise, her dual role as a director and controlling manager of CLNN’s largest secured creditor with embedded governance rights is a notable conflict risk. Monitor related-party financings, enforcement of covenants, and any decisions involving CEO succession, auditor selection, and capital structure for independence and fairness .